Common use of Payment of Expenses, Indemnities, etc Clause in Contracts

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction Document.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor Obligor, jointly and severally, agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Secured Party for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Agent or any Guaranteed CreditorSecured Party, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor an Obligor under the guarantee contained in Article II Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor Obligor is a party. (b) Each Guarantor Obligor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Obligor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 14.2 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all reasonable out-of-pocket expenses incurred by such Person, including the reasonable fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent (and each Related Party of the foregoing) for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors (and each Related Party of the foregoing) harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors (and each Related Party of the foregoing) harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Guaranteed Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all reasonable out-of-pocket expenses incurred by such Person, including the reasonable fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Guaranteed Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Second Amended and Restated Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the reasonable fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the reasonable fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 10.5 of the Loan Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Loan Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor Guarantor, jointly and severally, agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Collateral Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Guaranteed Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Guaranteed Documents to which such Guarantor is a party. (b) Each Guarantor Guarantor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Guarantor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the any Borrower would be required to do so pursuant to Section 12.03 of the Credit Agreement or the applicable provisions of any Transaction DocumentPari Passu Lien Documents then in effect.

Payment of Expenses, Indemnities, etc. Houston 3945380v.4 (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article II 0 or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor Guarantor, jointly and severally, agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Collateral Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Guaranteed Documents to which such Guarantor is a party. (b) Each Guarantor Guarantor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor Guarantor, jointly and severally, agrees to pay, and to save the Subordinated Noteholder Representative and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the any Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a partyparty in accordance with the applicable provisions of the Credit Agreement. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a partyparty in accordance with the applicable provisions of the Credit Agreement. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any in-house and outside-retained counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article II Guarantee or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 13.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each The Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Loan Document, including, without limitation, all costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Article ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such the Guarantor is a party. (b) Each The Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all taxes (other than income taxes payable by such Subordinated Noteholder) Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each The Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to any Transaction DocumentSection 13.03 of the Credit Agreement.

Payment of Expenses, Indemnities, etc. (a) Each Guarantor agrees to pay or reimburse each Guaranteed Creditor Lender and the Subordinated Noteholder Representative Administrative Agent for all out-of-pocket expenses incurred by such Person, including the fees, charges and disbursements of any counsel for the Subordinated Noteholder Representative or any Guaranteed Creditor, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Transaction Document, including, without limitation, all reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent. (b) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than income taxes payable by such Subordinated Noteholder) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Guarantor agrees to pay, and to save the Subordinated Noteholder Representative Administrative Agent and the Guaranteed Creditors Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Obligors would be required to do so pursuant to any Transaction DocumentSection 12.03 of the Credit Agreement.